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NOTICE IS HEREBY GIVEN THAT THE NINTH ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF
JM FINANCIAL ASSET RECONSTRUCTION COMPANY PRIVATE LIMITED (THE COMPANY) WILL BE HELD
ON TUESDAY, JULY 19, 2016, AT 5.30 P.M. AT THE REGISTERED OFFICE OF THE COMPANY AT 7 TH
FLOOR, CNERGY, APPASAHEB MARATHE MARG, PRABHADEVI, MUMBAI 400025 TO TRANSACT THE
FOLLOWING BUSINESS:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited financial statements of the Company consisting of the Balance
Sheet as at March 31, 2016, the Statement of Profit and Loss and Cash Flow Statement for the year ended
on that date and the Explanatory Notes annexed to, and forming part of, any of the above documents
together with the reports of the Board of Directors and the Auditors thereon.
2. To ratify the appointment of M/s. Khimji Kunverji & Co., Chartered Accountants, Mumbai (Registration No.
105146W), as the Statutory Auditors of the Company to hold office from the conclusion of the Ninth Annual
General Meeting until the conclusion of the Tenth Annual General Meeting and to authorise the Board of
Directors to fix their remuneration.
SPECIAL BUSINESS
3. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special
Resolution:
RESOLVED THAT pursuant to the provisions of Sections 23, 42, 71 and any other applicable provisions of
the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and
the Companies (Share Capital and Debentures) Rules, 2014, (including any statutory modification(s) or re-
enactment thereof, for the time being in force) and pursuant to the applicable provisions of the Securities and
Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to
time, and the regulations, circulars and clarifications issued by the Reserve Bank of India and the Securities
and Exchange Board of India, from time to time to the extent applicable to the Company, approval of the
Members be and is hereby accorded to the Board of Directors of the Company (the Board, which term shall
be deemed to include any Committee thereof) to offer, issue and allot secured/unsecured, listed/unlisted,
redeemable Non-convertible Debentures, in one or more series/tranches aggregating up to `1,000 Crore
(Rupees One Thousand Crore only), on private placement basis, on such terms and conditions as the Board
may, from time to time, determine in the best interests of the Company.
RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters
and things and take all such steps as may be necessary, proper or expedient to give full effect to the above
resolution and matters connected therewith or incidental thereto.
Nikhil Bhandary
Date: May 10, 2016 Company Secretary
Registered Office:
7th Floor, Cnergy,
Appasaheb Marathe Marg,
Prabhadevi, Mumbai 400 025
CIN: U67190MH2007PTC174287
Tel: +91 22 6630 3030 Fax: +91 22 6630 3223
Website: www.jmfinancialarc.com
Email: nikhil.bhandary@jmfl.com
A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO
ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A
MEMBER OF THE COMPANY. THE INSTRUMENT APPOINTING A PROXY IN ORDER TO BE VALID MUST BE
DULY FILLED IN ALL RESPECTS AND SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE
COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE AGM.
1. The relevant Statement to be annexed to the Notice pursuant to Section 102 of the Companies Act, 2013, is
annexed and forms part of the Notice.
2. A person can act as proxy on behalf of Members holding in aggregate not more than ten percent of the total
issued and paid up share capital of the Company. A Member holding more than ten percent of the total share
capital of the Company may appoint a single person as proxy and such person shall not act as a proxy for any
other person or Member.
3. Bodies Corporate, who are Members of the Company, are requested to send a certified copy of the board
resolution authorising their representatives to attend and vote at the AGM.
4. Members/Proxies/Authorised Representatives are requested to bring the attendance slips duly filled in for
attending the AGM. Members who hold shares in dematerialised form are requested to write their client ID and
DP ID numbers and those who hold shares in physical form are requested to write their Folio Number in the
attendance slip for attending the AGM.
5. During the period beginning 24 hours before the time fixed for the commencement of AGM and ending with the
conclusion of the AGM, a Member would be entitled to inspect the proxies lodged at any time during the
business hours of the Company.
6. Any document in connection with any of the items to be transacted in the Notice are open for inspection at the
registered office of the Company on any working day (Monday to Friday) between 2.00 p.m. and 4:00 p.m. up
to the date of the AGM and at the venue of the AGM.
7. Members are requested to register their email IDs with their respective depository participant and/or the
Company in case the same is still not registered. Members are also requested to notify any change in their
email ID or address to their respective depository participant and/or the Company.
Item no. 3
Pursuant to Section 42 of the Companies Act, 2013 (the Act) read with Rule 14(2)(a) of the Companies (Prospectus
and Allotment of Securities) Rules, 2014, a company shall not make a private placement of its securities unless the
proposed offer of securities or invitation to subscribe securities has been previously approved by the members of a
company by special resolution. In case of any offer or invitation to subscribe for Non-convertible Debentures
(NCDs), it shall be sufficient if such company passes a special resolution only once in a year for all such offers or
invitations during the year.
The Company had, at its last annual general meeting, obtained the approval of Members for raising of funds of up
to `1000 Crore (Rupees One Thousand Crore only) by way of issue of NCDs, in one or more tranches. As at March
31, 2016, the Company had outstanding NCDs aggregating `250 Crore issued on private placement basis.
Keeping in mind the further requirement of funds and the requirement of passing an enabling special resolution
once in a year in accordance with the Act, it is now proposed to seek an enabling approval of the Members to issue
NCDs aggregating up to `1,000 Crore by passing the Special Resolution set out at item no. 3 of the Notice. This
resolution will enable the Board of Directors to raise monies through the issue of NCDs from time to time, on such
terms and conditions as may be determined by it.
The amount proposed to be raised through the issue of NCDs may be used, inter alia, for acquisition of new
financial assets, refinancing existing borrowings, augmenting the working capital requirements and for general
corporate purposes.
Accordingly, the consent of the Members is sought for passing the Special Resolution as set out at item no. 3 of the
Notice. The Board commends passing of the Special Resolution set out at item no. 3 of the Notice.
None of the Directors/Key Managerial Personnel of the Company or their relatives are concerned or interested,
financially or otherwise in the resolution set out at item no. 3 of the Notice.
Nikhil Bhandary
Date: May 10, 2016 Company Secretary
Registered Office:
7th Floor, Cnergy,
Appasaheb Marathe Marg,
Prabhadevi, Mumbai 400 025
CIN: U67190MH2007PTC174287
Tel: +91 22 6630 3030 Fax: +91 22 6630 3223
Website: www.jmfinancialarc.com
Email: nikhil.bhandary@jmfl.com
To,
The Members,
JM Financial Asset Reconstruction Company Private Limited
The Directors have pleasure in presenting their Ninth Annual Report on the business and operations of the
Company, together with the annual audited financial statements for the financial year ended March 31, 2016.
FINANCIAL HIGHLIGHTS
(` in Crore)
Gross Income
Total gross income earned by the Company during the year under review was ` 319.03 Crore as against ` 214.35
Crore earned in the previous financial year 2014-15.
Finance Cost
Finance Cost decreased to ` 97.08 Crore as against ` 113.31 Crore in the previous year.
DIVIDEND
The Board is of the view that it is prudent to conserve the reserves for the Companys future capital requirement
and hence has not recommended any dividend for the year ended March 31, 2016.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year to which the financial statements relate and the date of this Report.
SHARE CAPITAL
The paid up equity share capital of the Company as on March 31, 2016 stood at ` 241.25 Crore divided into
24,12,50,000 equity shares of ` 10/- each fully paid up.
The authorised share capital of the Company is ` 450 Crore divided into 30,00,00,000 equity shares of ` 10/- each
and 15,00,00,000 preference shares of ` 10/- each.
DEPOSITS
The Company has not accepted any deposits from the public during the year under review.
CREDIT RATING
Crisil Limited and ICRA Limited have assigned the following credit ratings to the borrowing programmes of the
Company:
Acquisition activities
During the financial year 2015-16, the Company was successful in closing 29 transactions with outstanding dues of
around ` 5647 Crore. A summary of the debts acquired during the year as compared to the previous financial year
is given below: (` in Crore)
Out of the total Security Receipts issued by the Company of ` 11,026 Crore as on March 31, 2016, Security
Receipts worth ` 2,130 Crore have been subscribed by the Company which includes ` 649 Crore subscribed by the
Company as a sole investor to the Security Receipt schemes and ` 1,481 Crore has been subscribed by the
Company in schemes involving other investors.
BUSINESS OUTLOOK
Considering the level of NPAs in the economy, the Company is confident of benefitting from opportunities in the
forthcoming year, and is looking forward to garner a larger share in the market. The Company will continue to work
diligently in acquiring financial assets as well as resolution by working closely with the distressed borrowers in
providing them support and guidance to restructure their business affairs.
Mr. V P Shetty was appointed as the Executive Chairman (Whole-Time Director) of the Company for a period of 5
(five) years with effect from April 1, 2015.
BOARD MEETINGS
During the financial year 2015-16, 4 (four) Board meetings were held on May 27, 2015, July 20, 2015, October 26,
2015 and January 18, 2016.
The attendance at the Board meetings during the year is set out below:
Audit Committee
The Audit Committee comprises 4 (four) directors viz., Mr. Shailesh Haribhakti, Mr. V P Shetty, Mr. G M
Ramamurthy and Ms. Rupa Vora. Mr. Shailesh Haribhakti is the Chairman of the Audit Committee. During the
financial year 2015-16, Mr. S H Khan and Ms. Rupa Vora were inducted as members of the Audit Committee.
However, Mr. Khan ceased to be a member of the Audit Committee with effect from January 12, 2016 consequent
upon his death.
CSR Committee
The Board of the Company has constituted CSR Committee in accordance with Section 135 of the Act. The
Committee comprises 3 (three) directors viz., Mr. V P Shetty, Dr. Anil Khandelwal and Mr. Anil Bhatia as its
members. Mr. V P Shetty is the Chairman of the CSR Committee.
During the financial year 2015-16, 2 (two) CSR Committee meetings were held on January 18, 2016 and March 29,
2016.
The attendance at the CSR Committee meetings during the year is set out below:
Investment Policy
The Investment Policy lays down a framework for deployment of funds of the Company with a view to maximise
return on investments.
Other Policies
The Company has adopted the following policies as recommended by the Nomination & Remuneration Committee
of the Board:
Policy on selection of directors;
Policy on Performance Evaluation and Remuneration of Directors; and
Policy on Performance Evaluation and Remuneration Framework for the Key Managerial Personnel and other
employees
DEBENTURE TRUSTEE
IL&FS Trust Company Limited is the debenture trustee for the non-convertible debentures issued by the Company.
HUMAN CAPITAL
People are the Companys most valuable asset and it is believed that the ultimate identity and success of the
Company lie in the excellent quality of people and their dedicated commitment towards attaining the Companys
vision. The Company has a highly professional team of 55 personnel as on March 31, 2016. The team comprises of
professionals having wide and varied experience from the banking, asset reconstruction, consultancy and legal
background. The team comprises a fair mix of experienced and fresh recruits from business schools, law schools
and professional institutions. In terms of experience, the team comprises of personnel having experiences varying
from minimum experience of as less as 1 year to maximum experience of beyond 45 years. The average age of the
employees of the Company is 34 years. Of the total number of employees, 22 employees comprising 40% of the
total number have been with the Company for more than 4 years. In terms of gender diversity, the ratio is fairly
balanced with 16 female employees and 39 male employees.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The policy against sexual harassment is embodied both in the Code of Conduct of JM Financial Group as also in a
specifically written policy in accordance with the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
During the financial year 2015-16, no cases in the nature of sexual harassment were reported at any workplace of
the Company.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013
The related party transactions, if any, are entered on arms length basis, in the ordinary course of business and are
in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related
party transactions made by the Company with Sponsors, Directors or the Key Managerial Personnel, which may
have potential conflict of interest with the Company at large or which warrants the approval of the Members.
Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule
8(2) of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are
provided in the Companys financial statements in accordance with the applicable Accounting Standards.
SAFE HARBOUR
This report describing our activities, projections and expectations for the future, may contain certain forward
looking statements within the meaning of applicable laws and regulations. The actual results of business may differ
materially from those expressed or implied due to various risk factors and uncertainties. These risk factors and
uncertainties include the effect of domestic as well as global economic and political events, volatility in interest
rates, new regulations and government policies that may impact our business as well as our ability to implement
the strategies. We are under no obligation to publicly amend, modify or revise any forward looking statements on
the basis of any subsequent developments, information or events and assume no liability for any action taken by
anyone on the basis of any information contained herein.
ACKNOWLEDGEMENTS
The Directors express their sincere gratitude to the Reserve Bank of India, Ministry of Finance, Securities and
Exchange Board of India, BSE Limited, Ministry of Corporate Affairs, Registrars of Companies, Indian Banks
Association, Association of ARCs in India, credit rating agencies and other government and regulatory authorities,
lenders, financial institutions and the Companys bankers for their ongoing support to the Company.
The Directors also place on record their sincere appreciation for the continued support extended by the Companys
stakeholders and trust reposed by them in the Company. The Directors sincerely appreciate the commitment
displayed by the employees of the Company across all levels, resulting in very satisfying performance during the
financial year 2015-16.
Pursuant to the provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration
Committee of a company is required to formulate the criteria for determining the qualifications, positive attributes
and independence of a person proposed to be appointed as a director on the board of the company.
This document accordingly records the policy for selection of Directors for appointment on the Board of Directors.
Following criteria will be kept in mind while assessing the suitability of an individual as a director on the Board of
Directors of the Company:
The above are the broad parameters for assessing the candidate. The Nomination and Remuneration Committee
(the Committee) of the Company may apply additional or different criteria as it may deem fit.
The Committee may also consider the contributions that a candidate can be expected to make to the collective
functioning of the Board based upon the totality of the candidates credentials, experience and expertise, the
composition of the Board at the time, and other relevant circumstances.
The Committee will also keep in mind regulatory requirements in this regard.
Persons to be considered for appointment as directors will be selected by the Committee in accordance with the
policies and principles above and under the Companies Act, 2013. The invitation to join the Board may be
extended by the Chairman of the Board.
Scope:
All members of the Board of Directors
Objectives:
To assist in the process of assessing the participation and contribution in the Board level deliberations by
the directors of JM Financial Asset Reconstruction Company Private Limited
To monitor and evaluate the achievement of the Board objectives
To provide the Directors an opportunity to reflect on and assess their areas of strength and development
The above process will be implemented and controlled from the Chairmans office and the summary will be
prepared without attributing any comment to the person who made it. Such summary of observations will be shared
with the individual directors in confidence.
Secretarial Audit Report for the year ended March 31, 2016
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014]
To,
The Members,
JM FINANCIAL ASSET RECONSTRUCTION COMPANY PRIVATE LIMITED
7th Floor, Cnergy, Appasaheb Marathe Marg,
Prabhadevi,
Mumbai - 400025
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by JM FINANCIAL ASSET RECONSTRUCTION COMPANY
PRIVATE LIMITED (hereinafter called the Company). Secretarial Audit was conducted in a manner that
provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing
our opinion thereon.
Based on our verification of the Companys books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its officers, agents
and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion,
the Company has, during the audit period covering the financial year ended on 31st March, 2016 complied
with the statutory provisions listed hereunder, to the extent applicable to the Company, and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and
subject to the reporting made hereinafter:
I. We have examined the Secretarial compliance based on the books, papers, minute books, forms and
returns filed and other records maintained by the Company for the financial year ended on 31 st March,
2016, as shown to us during our audit, according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to
the extent of Foreign Direct Investment.
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board
of India Act, 1992:-
(a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
effective from 15th May, 2015.
(b) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;
II. We have also examined compliance with the applicable, clauses of the erstwhile Debt Listing Agreement
entered into by the Company with the BSE Ltd. and, regulations of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 effective from 1st December,
2015.
IV. We further report that, having regard to the compliance system prevailing in the Company and on
examination of relevant documents and record in pursuance thereof, the Company has complied with the
following laws applicable specifically to the Company;
i. The Reserve Bank of India Act, 1934, and the Rules framed, Circulars and Guidelines issued
thereunder, to the extent applicable to Securitization Company and Reconstruction Company.
ii. The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002 and the Rules, Circulars, Notifications and Guidelines issued thereunder.
V. We further report that the Company has complied with the Secretarial Standards issued by The Institute
of Company Secretaries of India, effective from 1st July, 2015.
VI. The following Regulations and Guidelines prescribed under The Securities and Exchange Board of India
Act, 1992 were, in our opinion, not attracted during the financial year under report;
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
c. The Securities and Exchange Board of India (Share Based Employees Benefits) Regulations,
2014;
d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 regarding the Act and dealing with client;
e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
f. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
VII. The provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder
in relation to Overseas Direct Investment and External Commercial Borrowings were not attracted during the
financial year under report.
The Board of Directors of the Company is duly constituted. The changes in the composition of the
Board of Directors that took place during the year under review were carried out in compliance with the
provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, at least seven days in
advance, and a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
Decisions at the meetings of the Board of Directors of the Company were carried through on the basis
of majority. There were no dissenting views by any member of the Board of Directors during the period
under review.
IX. We have relied on the representation made by the Company and its officers for the compliance of
various applicable laws, rules, regulations and guidelines and after examining the system and
mechanism followed by the Company for compliances, we report that there are adequate systems and
processes in the Company commensurate with the size and operations of the Company to monitor and
ensure the compliance of applicable laws, rules, regulations and guidelines.
Naren S. Shroff
Proprietor
FCS-2414, CP-1563
(This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report)
To,
The Members,
JM FINANCIAL ASSET RECONSTRUCTION COMPANY PRIVATE LIMITED
7th Floor, Cnergy, Appasaheb Marathe Marg,
Prabhadevi,
Mumbai - 400025
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the secretarial records. The verification was done
on test basis to ensure that the correct facts are reflected in secretarial records. We believe that the
practices and processes, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts
of the company.
4. In respect of the filing of forms/returns by the Company, related to the period under audit, we have not
observed any material non-compliance, which can have material bearing on the financials of the
Company and hence have not reported in our audit report.
5. Wherever required, we obtained management representation about the compliance of laws, rules,
regulations, norms and standards and happening of events.
6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, norms and
standards is the responsibility of management. Our examination was limited to the verification of
procedure on test basis.
7. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.
Naren S. Shroff
Proprietor
FCS-2414, CP-1563
A brief outline of the Company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and
projects or programs:
1. CSR Policy of the Company lists the activities that can be undertaken by the Company for CSR, composition of CSR Committee, details of existing charitable trusts
within the JM Financial Group, annual allocation for CSR activities, areas of CSR projects, criteria for selection of CSR projects, modalities of
execution/implementation of CSR activities and the monitoring mechanism of CSR activities/ projects. The CSR Policy is hosted on the Companys website viz.,
www.jmfinancialarc.com.
In accordance with the CSR activities listed in the CSR Policy adopted pursuant to the provisions of Section 135 of the Companies Act, 2013 (the Act) by the
Company, JM Financial Foundation (Foundation) and Kampani Charitable Trust (Trust) are the two philanthropic arms through which our CSR allocation and
spending can be administered and monitored.
Accordingly, the Board and the CSR Committee of the Company approved release of an aggregate amount of ` 1.38 Crore in respect of FY 2015-16 through the
philanthropic arms viz., JM Financial Foundation and Kampani Charitable Trust for allocation to projects that will be approved by the CSR Committee from time to
time.
2. The Composition of the CSR Committee: (a) Mr. V P Shetty (Executive Chairman)
(b) Dr. Anil Khandelwal (Non-Executive and Non-Sponsor Director)
(c) Mr. Anil Bhatia (Managing Director & CEO)
3. Average net profit of the Company for last three financial years as per the provisions of the Act: ` 68.90 Crore
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): ` 1.38 Crore
(a) Total amount to be spent for the financial year: ` 1.38 Crore
(c) Manner in which the amount spent during the financial year is detailed below:
As approved by the CSR Committee and the Board of the Company, an aggregate amount of ` 1.13 Crore was disbursed to JM Financial Foundation (` 56.50 Lakh)
and Kampani Charitable Trust (` 56.50 Lakh) with a clear mandate to use these funds on the identified projects in the following manner:
- ` 62.43 Lakh to be spent for promotion of education on campus development and for operating the Ashoka University, Haryana, Kundli over a period of
two years i.e., FY 2014-15 and FY 2015-16.
- ` 50.57 Lakh to be spent for promotion of healthcare by the Childrens Hospital, Haji Ali, Mumbai over a period of two to three years.
As advised by the Company, JM Financial Foundation and Kampani Charitable Trust disbursed an amount of ` 15,60,750/- each to Ashoka University during the FY 2014-
15. The above amount has been spent on the campus development and for the operations of the University.
Four phase construction of the Universitys campus commenced in FY 2013-14. The campus is expected to have a built up area of approx. 1.3 million sq. ft. for an
estimated capacity of 4,000 students, on completion. Phase I construction involving construction of 0.3 million sq. ft. was completed in year 2014. Phase II construction
comprising two hostel buildings, academic block and dining block started in June 2014 and is scheduled to be completed by June 2016. Total budgeted project cost for
Phase II construction is ` 175 Crore. The aggregate capital expenditure likely to be incurred by the University till March 31, 2016 is estimated to be ` 128.65 Crore.
A follow-up on the progress of the activities was done during several discussions and meetings among Group Company Officials and Ashoka University. Our Group Head
Human Resources, also visited the campus in January 2016.
The second instalment of ` 15,60,750/- each by Foundation and Trust has been disbursed in March, 2016. With this we have spent the aggregate amount of ` 62.43 Lakh
on the Ashoka University project.
CHILDRENS HOSPITAL
Since our decision to allocate our CSR contribution to the Childrens Hospital, there have been regular discussions among senior management of JM Financial Group and
Childrens Hospital team. As the Childrens Hospital had already received commitments to fully cover the cost of Phase I of the project, they were looking for firming up
commitments for funding Phase II of the project and requested us not to disburse any funds during their Phase I construction.
Accordingly, the funds were not disbursed to the Childrens Hospital by the Foundation/Trust. We understand that the Hospital with completed Phase I is scheduled to be
commissioned in November 2016 and Phase II will be started sometime after that. Accordingly, the release of funds in respect of Childrens Hospital will be based on
further feedback on the progress of the project. Thus an amount of ` 50.57 Lakh earmarked for the Childrens Hospital remains undisbursed.
In view of the above, it was decided to re-allocate part of the undisbursed amount of ` 41,62,200/- from CSR allocation for the FY 2014-15 in respect of Childrens Hospital
to Ashoka University Project to be disbursed to them over the years 2016-17 and 2017-18. The allocation of the balance undisbursed amount of ` 8,94,800/- together with
interest accrued on the total amount till date of ` 7,58,000/- was made towards the following projects:
Samasta Mahajan for adoption of ten drought hit villages in Maharashtra for creating long term water collection and retention solution 10.54
and providing immediate support of food, water, fodder etc to the residents of these villages.
Kherwadi Social Welfare Association for skill development of students in the areas of multi-skill technicians, computer skills, 4.96
tailoring and other courses pertaining to the livelihood in rural areas.
Bombay Natural History Society for various projects towards conservation of nature by way of nature trails and trips for students from 1.03
less privileged sections of the society.
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the Company shall provide the
reasons for not spending the amount in its Board report: Not Applicable
The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the
Company.
V P Shetty
Executive Chairman and
Place: Mumbai Chairman of CSR Committee
Date: May 10, 2016 (DIN: 00021773)
Disclosures pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2015
Ratio : 36 times
7. Variations in the net worth of the Company as Net worth (as on March 31, 2016) ` 525
at the close of current financial year and Crore
previous financial year Net worth (as on March 31, 2015) ` 417
Crore
10. Key parameters for any variable component of The key parameters for variable
remuneration availed by the directors component of remuneration availed by
the directors are:
Companys Performance
Business Performance and
Individual Performance
12. Affirmation that the remuneration is as per the Remuneration paid to the employees
remuneration policy of the Company including KMPs is as per the
Remuneration Policy of the Company.
Note: The Non-Executive Directors of the Company are entitled for sitting fees and commission as per the statutory
provisions. The ratio of remuneration and percentage increase for Non-Executive Directors Remuneration is therefore
not considered for the above purpose.
i) CIN : U67190MH2007PTC174287
iii) Name of the Company : JM FINANCIAL ASSET RECONSTRUCTION COMPANY PRIVATE LIMITED
iv) Category / Sub-Category of the Company : Company Limited by Shares and an Indian Non-Government
Company
v) Address of the Registered office and contact details : 7th Floor, Cnergy, Appasaheb Marathe Marg,
Prabhadevi, Mumbai-400025
Tel.: +91 22 6630 3030 Fax: +91 22 6630 3223
Email Id:- nikhil.bhandary@jmfl.com
Website: www.jmfinancialarc.com
vii) Name, Address and Contact details of Registrar and Sharepro Services (India) Private Limited
Transfer Agent, if any : 13/AB, Samitha Warehousing Complex, 2nd Floor,
Sakinaka, Andheri East, Mumbai-400072
(being changed to Karvy Computershare Private Limited)
Sr. Name and Description of main products NIC Code of the Product/ % to total turnover of the
No. / services service company
Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year %
Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the year
Shares Shares
A. Sponsor
(1) Indian
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 11,26,87,500 2,00,00,000 13,26,87,500 55% 11,26,87,500 2,00,00,000 13,26,87,500 55% -
e) Banks / FI - - - - - - - - -
f) Any Other. - - - - - - - - -
Sub-total (A) (1):- 14,88,75,000 2,00,00,000 16,88,75,000 70.00% 14,88,75,000 2,00,00,000 16,88,75,000 70.00% -
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other Individuals - - - - - - - - -
c) Bodies Corp. - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - -
Total shareholding of 14,88,75,000 2,00,00,000 16,88,75,000 70.00% 14,88,75,000 2,00,00,000 16,88,75,000 70.00% -
Sponsor (A)= (A)(1)+(A)(2)
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital - - - - - - - - -
Funds
f) Insurance Companies - - - - - - - - -
a) Bodies Corp. - - - - - - - - -
i) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual shareholders - - - - - - - - -
holding nominal share
capital upto Rs. 1 lakh
c) Others (specify) - - - - - - - - -
Sub-total (B)(2):- - - - - - - - - -
C. Shares held by - - - - - - - - -
Custodian for GDRs &
ADRs
Grand Total (A+B+C) 24,12,50,000 - 24,12,50,000 100.00% 24,12,50,000 - 24,12,50,000 100.00% -
Sl No. Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
shareholding
during the
year
No. of % of total % of Shares No. of % of total % of Shares
Shares Shares of the Pledged / Shares Shares of the Pledged /
company encumbered to company encumbered to
1 JM Financial Limited 12,06,25,000 50% total shares - 12,06,25,000 50% total shares - -
Shareholding at the beginning of the year Cumulative Shareholding during the year
Increase / Decrease in - - - -
Share
Holding during the year
Shareholding at the beginning of the year Cumulative Shareholding during the year
Increase / Decrease in - - - -
Share
Holding during the year
Shareholding at the beginning of the year Cumulative Shareholding during the year
Increase / Decrease in - - - -
Share
Holding during the year
Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of shares % of total shares of No. of shares % of total shares of the company
the company
Increase / Decrease in - - -
Share
Holding during the year.
Shareholding at the beginning of the year Cumulative Shareholding during the year
Shareholding at the beginning of the year Cumulative Shareholding during the year
Shareholding at the beginning of the year Cumulative Shareholding during the year
Shareholding at the beginning of the year Cumulative Shareholding during the year
Shareholding at the beginning of the year Cumulative Shareholding during the year
Shareholding at the beginning of the year Cumulative Shareholding during the year
Increase / Decrease in - - - -
Share
Holding during the year
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(Amount in `)
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due 27,25,59,590 Nil Nil 27,25,59,590
Note: The indebtedness in respect of unsecured loans at the end of financial year is ` 2,36,44,78,576/- after excluding the unamortized discount on commercial papers.
1. Gross salary
(b) Value of perquisites u/s 17(2) Income-tax Act, 24,62,291 39,600 25,01,891
1961
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of profit - - -
- others, specify - - -
Non-Sponsor Directors
Fee for attending board / - 1,50,000 2,75,000 1,10,000 2,45,000 2,10,000 - 2,50,000 12,40,000
committee meetings
Commission - 5,50,000 7,00,000 2,50,000 8,00,000 5,50,000 - 5,50,000 34,00,000
Sponsor Directors
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 26,00,000 74,00,004 1,00,00,004
1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 - - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- as % of profit - - -
- others, specify - - -
Type Section of the Brief Description Details of Penalties Authority Appeal made, if any (give
Companies Act /Punishment/Compounding fees (RD/NCLT/COURT) details)
imposed
A. COMPANY
Penalty None
Punishment
Compounding
B. DIRECTORS
Penalty None
Punishment
Compounding
C.OTHER OFFICERS IN DEFAULT
Penalty None
Punishment
Compounding
V P Shetty
Place: Mumbai Executive Chairman
Date: May 10, 2016 (DIN: 00021773)
Note As at As at
March 31, 2016 March 31, 2015
` `
Expenses :
Employee benefits expense 2.19 271,296,366 172,417,790
Finance costs 2.20 970,821,864 1,133,152,089
Provision/write off for receivables, loans & investments 2.21 252,042,781 92,118,151
Depreciation and amortization expense 2.09 10,920,879 5,314,861
Other expenses 2.22 101,306,474 139,771,722
Total expenses 1,606,388,364 1,542,774,613
Notes
1. The cash flow statement has been prepared under the 'Indirect Method' set out in AS 3 - "Cash Flow Statement notified
in Companies (Accounting standards) Rules, 2006 (as amended)
2. Cash and cash equivalents
Particulars
As at March 31, As at March 31,
2016 2015
` `
Cash and cash balances as per note 2.15 23,405,465 63,826,654
3. Previous year's figures have been regrouped and rearranged wherever necessary
a. Accounting convention
"The financial statements have been prepared in compliance with all material aspects of the applicable Accounting
Standards notified under Companies (Accounting Standards) Rules 2006 (as amended), the Guidelines issued by the
Reserve Bank of India ('RBI') from time to time and the provisions of the Companies Act, 2013 ( the Act) to the
extent applicable.
The financial statements are based on historical cost convention and are prepared on accrual basis, except where
impairment is made and revaluation is carried out.
The accounting policies have been consistently applied by the Company and are consistent with those used in the
previous year. Accounting Policies not specifically referred to otherwise, are consistent with generally accepted
accounting principles.
b. Use of estimates
The preparation of financial statements is in conformity with Indian Generally Accepted Accounting Principles which
requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of income and
expenses during the reporting period. Actual results could differ from those estimates and differences between actual
results and estimates are recognised in the periods in which the results are known / materialised.
Leased assets
Assets acquired under finance lease are accounted for at the inception of lease at the fair value of the assets or
present value of minimum lease payments whichever is lower. At the end of lease term, asset will revert back to the
lessor; hence they are fully depreciated on a straight line basis over the lease term or its useful life whichever is
shorter.
At the balance sheet date, assets held for disposal are valued at Written Down Value (WDV) or Net Realisable Value
(NRV), whichever is lower.
e. Investments
Investments in Security Receipt (SR) are classified as available for sale category under current assets. They are valued
at lower of cost or realizable value. Latest available declared Net Asset Value (NAV) is considered to the realizable
value of these investments. In cases where NAV is not declared (since investment is within the planning period of 180
days from the date of acquisition of assets or finalization of resolution strategy, whichever is earlier) cost of SR is
considered as realizable value.
All these investments are aggregated for the purpose of arriving at net depreciation/ appreciation of investments under
the category. Net depreciation, if any shall be provided for and Net appreciation, if any, shall be ignored.
f. Revenue recognition
Accounting Standard 9 as notified by the Rules specifies that the amount of revenue arising on a transaction is usually
determined by agreement between the parties involved in the transaction. When uncertainties exist regarding
determination of the amount, these uncertainties may influence the timing of revenue recognition.
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured with no significant uncertainty as to the ultimate collection. In case of significant
uncertainty as to the ultimate collection, revenue recognition is postponed till such uncertainty is removed.
i. Management fee:
Management fee from trusts is accrued as per terms of the relevant trust deed / offer document.
Management fee from borrowers/parties is accrued as per the terms of the relevant contract. However in
respect of such fees, the ultimate realization is tested for impairment and in case there are events which
suggest significant uncertainty as to the ultimate collection, revenue recognition is postponed to the extent of
the uncertainty involved. Revenue is such case is recognized only when such uncertainty is removed.
Unrealised management fees would be reversed/ provided in earlier of the following situations:
- If the management fees remain unrealized for more than 180 days from the end of the planning period,
wherever applicable or 180 days from the date of recognition in case of trusts where the planning period is
over , or
- NAV of the SRs of the trust fall below 50% of face value.
v. Income by way of yield on SRs is recognized on actual distribution from the trusts, after redemption of the principal
amount of each class of SRs as per the terms of the relevant trust deed / offer document.
vi. Interest income:
Interest on bank deposits placed with banks is accounted on accrual basis.
Interest on expenses incurred on behalf of trust(s) is accounted as per terms of the relevant trust deed and
offer document and is accrued where reasonable certainty exists with respect to its recovery. Outstanding
expenses would be reversed/ provided in earlier of the following situations:
- If the interest on expenses remain unrealized for more than 180 days from the end of the planning period,
wherever applicable or 180 days from the date of charging of such interest in case in trusts where the planning
period is over, or
g. Employee Benefits
The expenses incurred on behalf of trusts are shown as 'Recoverable from Trusts' and grouped under
Advances recoverable in cash or in kind in the balance sheet. These expenses are reimbursed to the Company
in terms of the provisions of the relevant trust deed and offer document.
These expenses would be reversed/ provided in earlier of the following situations:
- If the expenses remain unrealized for more than 180 days from the end of the planning period, wherever
applicable or 180 days from the date of incurrence of such expenses in trusts where the planning period is
over, or
- NAV of the SRs of the trust fall below 50% of face value.
k. Taxation
.
Provision for current tax is made on the basis of estimated taxable income for the current accounting year in
accordance with the provisions of Income Tax Act, 1961.
.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred tax assets and deferred tax liabilities relate to the
taxes on income levied by same governing taxation laws.
.
At each balance sheet date the Company re-assesses unrecognised deferred tax assets. It recognises
unrecognised deferred tax assets to the extent that it has become reasonably certain, as the case may be that
sufficient future taxable income will be available against which such deferred tax assets can be realized. Any
such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case
may be, that sufficient future taxable income will be available.
l. Operating leases
Operating lease payments are recognised as expenditure in the profit and loss account on a straight line basis,
which is representative of the time pattern users benefit.
As at As at
March 31, 2016 March 31, 2015
Authorised:
300,000,000 Equity Shares of ` 10/- each 3,000,000,000 3,000,000,000
150,000,000 Redeemable Preference Shares of `10/- each 1,500,000,000 1,500,000,000
Issued, Subscribed and Paid-up:
241,250,000 Equity shares of ` 10/- each fully paid-up 2,412,500,000 2,412,500,000
Note a:
The Company has only one class of issued shares referred to as equity shares having a Face Value of ` 10/-. Each holder
of equity shares is entitled to one vote per share. The preference shares (not issued), forming part of Authorised Capital,
have a face value of `10/-. Each holder of such preference shares would be entitled to one vote per share on resolutions
placed which directly affects the rights of such preference shares.
Note b.
Equity Shares
As at March 31, 2016 As at March 31, 2015
Particulars
Number Amount Number Amount
` `
Shares outstanding at the beginning of the
year 241,250,000 2,412,500,000 210,000,000 2,100,000,000
Shares Issued during the year - - 31,250,000 312,500,000
Shares bought back during the year - - - -
Shares outstanding at the end of the year 241,250,000 2,412,500,000 241,250,000 2,412,500,000
Note c.
Shares in the Company held by each shareholder holding more than 5 percent shares:
As at March 31,
As at March 31,
As at March 31,
To Financial Statements
Notes
As at Additions As at Up to Upto As at As at
Disposals Additions Deductions
01.04.2015 for the year 31.03.2016 01.04.2015 31.03.2016 31.03.2016 31.03.2015
A) TANGIBLE
ASSETS:
Owned Assets:
Land & Building 310,000 - - 310,000 - - - - 310,000 310,000
Furniture & Fixtures 654,166 25,905 - 680,071 436,232 68,126 - 504,358 175,713 217,934
Office Equipments 2,938,117 1,571,668 - 4,509,785 2,478,890 365,196 - 2,844,086 1,665,699 459,227
Computers 5,876,784 3,669,722 - 9,546,506 3,569,240 2,078,819 - 5,648,059 3,898,447 2,307,544
Lease Hold
Improvements 639,048 21,018,407 - 21,657,455 - 3,743,099 - 3,743,099 17,914,357 639,048
Leased Assets:
Vehicles 6,624,737 1,895,556 - 8,520,293 1,076,234 2,863,834 - 3,940,068 4,580,225 5,548,503
(refer note below)
Total 17,042,852 28,181,259 - 45,224,110 7,560,596 9,119,074 - 16,679,670 28,544,441 9,482,256
B) INTANGIBLE
ASSETS:
Software 8,090,837 2,603,402 - 10,694,239 3,874,508 1,801,805 - 5,676,313 5,017,926 4,216,329
Total 8,090,837 2,603,402 - 10,694,239 3,874,508 1,801,805 - 5,676,313 5,017,926 4,216,329
C) INTANGIBLE
ASSETS UNDER
DEVELPOMENT
Development of
website 59,461 - 59,461 - - - - - - -
Total 25,193,150 30,784,660 59,461 55,918,349 11,435,104 10,920,879 - 22,355,983 33,562,367 13,698,585
Previous Year 21,784,251 8,995,727 5,586,827 25,193,150 11,652,272 5,314,861 5,532,030 11,435,104 13,758,046 10,131,978
Note: Vendor has lien over the assets taken on lease.
Nos. of Nos. of
SR ` SR `
Other current investments Available for Sale
(Unquoted- valued at cost)
Investment in Security Receipts of the trusts
(Face Value `1,000/- each except otherwise stated)
1. JMFARC - BOB 2008 - Trust 111,600 111,600 111,600 111,600
(Face value ` 1/- each, Previous year ` 1/- each)
2. JMFARC-BOI 2009 Trust# 48,600 48,600,000 48,600 48,600,000
3. JMFARC-BOI 2009 I Trust*# 36,000 36,000,000 36,000 36,000,000
4. JMFARC - DB - ICICI Trust*# 115,000 115,000,000 115,000 115,000,000
5. JMFARC - DB - DCB Trust*# 7,500 7,500,000 7,500 7,500,000
6. JMFARC - DB - SBI Trust*# 61,000 61,000,000 61,000 61,000,000
7. JMFARC -Jord - SUUTI Trust*# 8,000 8,000,000 8,000 8,000,000
8. JMFARC - Pasupati - SASF Trust*# 250,000 40,000,000 250,000 40,000,000
(Face value `160/- each, Previous year ` 160/-
each)
9. JMFARC -Central bank - Tube Trust*# 50,000 50,000,000 50,000 50,000,000
10. JMFARC -UTI - Tube Trust*# 6,000 6,000,000 6,000 6,000,000
11. JMFARC - Yarn 2010 Trust*# 100,000 32,715,898 100,000 32,715,898
(Face value ` 327/- each, Previous year ` 327 /-
each)
12. JMFARC - SASF Tube Trust*# 62,000 62,000,000 62,000 62,000,000
13. JMFARC - SME Retail 2011 - Trust 13,365 13,365 13,365 13,365
(Face value ` 1/- each, Previous year ` 1/-each)
14. JMFARC-IOB March 2011-Trust*# 376,500 293,239,372 376,500 310,070,980
(Face value - Class A SRs ` 703/- each, Class B
SRs ` 1000/- each, Previous year Class A SRs `
763/- each, Class B SRs ` 1000/- each)
15. JMFARC-UCO Bank March 2011-Trust 16,500 16,500,000 16,500 16,500,000
16. JMFARC-IOB II March 2011-Trust# 110,000 108,168,208 110,000 109,425,113
(Face value - Class A SRs ` 982/- each, Class B
SRs ` 1000/- each, Previous year Class A SRs `
995/- each, Class B SRs ` 1000/- each)
17. JMFARC-Central Bank Retail 2011-Trust 88,872 37,714,631 88,872 44,314,669
(Face value ` 424/- each, Previous year ` 443/-
each)
*Pledged with banks as security for bank overdraft / cash credit/ short term loan limit
# hypothecated in favour of debenture trustee as security of NCDs issued
Operating revenue
Management and advisory fees 812,423,908 1,174,344,099
(Management fees during the year is net of reversals as
per RBI
Guidelines)
Recovery Incentive fees 219,205,053 26,155,850
Interest income on restructuring 343,745,983 692,441,245
Interest income on loans 51,565,163 114,649,823
Profit on redemption / sale of security receipts 1,664,436,041 98,893,845
Earning per share is calculated by dividing the profit attributable to the equity shareholders by the weighted
average number of equity shares outstanding during the year, as under:
2.26 The Company does not have any pending litigations which would impact its financial position
2.27 The Company have been sanctioned overdraft/cash credit/short term loan limits of ` 3,050,000,000 by
scheduled banks secured against pledge of investments in security receipts. The Company has also issued
Listed Non - Convertible Debentures of ` 3,500,000,000 which are secured against first charge on land and
hypothecation of security receipts
2.28 Maturity Profile and rate of interest of Non-Convertible Debentures (NCD) face value of ` 1,000,000/- each
(Amount in `)
The Company operates in one business segment, viz. asset reconstruction and one geographical segment,
hence there are no reportable segments.
2.31 Leases
a) Finance Lease
The Company has acquired vehicles under the finance lease agreement. The tenure of the lease agreements
ranges between 36 and 60 months with an option to prepayment/foreclosure.
The minimum lease rentals outstanding with respect to these assets are as under:
(Amount in `)
b) Operating Lease
The current office premises of the Company is under operating lease upto March 31, 2020. The Company has also
taken an additional premise in Mumbai under operating lease upto August 31, 2019 and an additional premise in
Bangalore under operating lease upto June 14, 2024.
The minimum lease rentals outstanding with respect to these assets are as under:
(Amount in `)
a) Gratuity
(Amount in `)
Amount recognised in the balance sheet with For the year ended For the year ended
respect to gratuity March 31, 2016 March 31, 2015
(Amount in `)
(Amount in `)
Reconciliation of present value of the obligation For the year ended For the year ended
and the fair value of the plan assets: March 31, 2016 March 31, 2015
(Amount in `)
Change in fair value of plan assets For the year ended For the year ended
March 31, 2016 March 31, 2015
(Amount in `)
Investment details of plan assets For the year ended For the year ended
March 31, 2016 March 31, 2015
(Amount in `)
Principal actuarial assumptions at the balance For the year ended For the year
sheet date March 31, 2016 ended
March 31, 2015
Discount rate 7.95% 8.00%
Estimated rate of return on plan assets - -
Retirement age 60 years 60 years
Salary escalation 7.00% 7.00%
Valuation assumptions
The estimates of future salary increases, takes into account inflation, seniority, promotion and other
relevant factors.
The above information is certified by the actuary.
b) Compensated absences
As per Companys policy, provision of ` 4,261,435/- (previous year ` 3,432,384/-) has been made towards
compensated absences, calculated on the basis of unutilised leave as on the last day of the financial year.
2.33 Sub-Rule 7 of Rule 18 of the Companies (Share Capital and Debenture) Rules 2014 requires companies to
create Debenture Redemption Reserve ('DRR') for the purpose of redemption of debentures. The said Rule,
inter alia, provides that no DRR is required to be created by NBFCs registered with RBI under Section 45-IA in
case of privately placed debentures.
The Company, though an NBFC, is also a Securitisation and Reconstruction Company ('SCRC') registered
with RBI under Sectio 3 of the SARFAESI Act 2002. The Securitisation Companies and Reconstruction
Companies (Reserve Bank) Guidelines and Directions, 2003 as amended, inter alia, specifies that the
provisions of Section 45-IA of RBI Act, 1934 relating to registration shall not apply to an NBFC, which is a
SCRC registered with the RBI under Section 3 of SARFAESI Act, 2002. The aforesaid sub-rule, on the similar
grounds, also exempts Housing Finance Companies from the requirement of creating DRR. In view of these
provisions and background, the management of the Company believes that requirement of creating DRR is not
applicable to SCRC. Hence no DRR is created by the Company for the Debentures issued by it during the
year under report in the financial statements for the financial year 2015-16.
Additionally, the Company has written to the Ministry of Corporate Affairs to issue the necessary clarification
with regard to the above for which the response is awaited.
2.34 Expenditure towards Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 (read
with schedule VII thereof)
(a) Gross amount required to be spent by the Company during the year ` 13,800,000/- (previous year,
` 11,300,000/-)
(b) Amount spent and paid during the year by way of donations to charitable trusts ` 13,800,000/-(previous
year, ` 11,300,000/-)
2.35 "Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the
current year's classification / disclosure.
The following additional disclosures have been made taking into account RBI guidelines in this regard:
a) Name and address of the banks / financial institutions from whom financial assets were acquired and the
values at which such assets were acquired from each such bank/ financial institutions.
Stressed Asset Stabilisation IDBl Tower, 10th Floor, WTC 312,000,000 0.28%
Fund Complex, Cuffe Parade,
Mumbai 400005
Ratnakar Bank One India Bulls Center, Tower 250,000,000 0.23%
2 , 6th Floor,841, Senapati
Bapat Marg,Lower Parel
(W),Mumbai 400013
Dena Bank C -10, G Block, Bandra Kurla 247,916,048 0.22%
Complex, Mumbai - 400051
HUDCO HUDCO Bhawan, Core-7- 213,444,661 0.19%
A,India Habitat Centre,Lodhi
c) The above table (b) has been prepared by management and the same has been relied upon by the auditors.
d) The acquisition price in the tables (a) and (b) above includes financial assets acquired till March 31, 2016
including financial assets resolved till date.
e) Restructuring Loan disbursed to one borrower amounting to ` 9.95 crore, classified as non- performing asset
in FY 2013-14 is classified as a doubtful asset as on March 31, 2016. A provision of 100%, ` 9.95 crore
(including additional provision of ` 4.97 crore in the current year) has been made on the same.
g) The Company has put in place internal audit system, scope of which provides for periodical checks and
review of the assets acquisition procedures and asset reconstruction measures and the matters related
thereto.
h) The capital adequacy ratio is well above fifteen percent of its total risk weighted assets, accordingly the
Company has complied with the capital adequacy norms as prescribed the RBI.
i) Additional disclosure as per RBI Notification No. DBNS.PD (SC/RC). 8/ CGM (ASR) dated April 21, 2010.
Amount in `
Particulars
(face value)
Value of financial assets acquired during the financial year either in its own books or in the books
20,315,911,000
of the trust
Value of financial assets realized during the financial year 9,030,154,725
Value of financial assets outstanding for realization as at the end of the financial year 93,563,420,849
Value of Security Receipts redeemed partly during the financial year 5,757,085,094
Value of Security Receipts redeemed fully during the financial year 331,850,001
Value of Security Receipts pending for redemption as at the end of the financial year 98,204,613,631
Value of Security Receipts which could not be redeemed as a result of non-realization of the
financial asset as per the policy formulated by the Securitization company or Reconstruction Nil
company under Paragraph 7(6)(ii) or 7(6)(iii)
Value of land and/or building acquired in ordinary course of business of reconstruction of assets Nil
j) Additional disclosure as per RBI Notification No. DNBS (PD) CC. No. 41/SCRC/26.03.001/2014-2015 dated August 5, 2014 (for
acquisitions made after August 5, 2014):
i) None of the assets have been acquired at a price higher than the book value (value of assets declared by seller bank in the auction).
ii) None of the assets (i.e. total purchase consideration paid at the trust level) have been disposed of during the financial year at a
discount of more than 20% of its valuation as on the previous year end.
iii) In none of the trusts, the value of the SRs (i.e. Net Asset Value) have declined substantially below the acquisition value.
During the year the following transactions were carried out with the related parties in the ordinary
course of business: